First Amendment

                                                                     Exhibit 10n

                               XXXXXX CORPORATION
                   EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT

                                 First Amendment

     Pursuant to Section 9.5 of the Xxxxxx  Corporation  Executive  Supplemental
Retirement  Agreement  (the  "Agreement"),  dated as of December 5, 2002, by and
between  Xxxxxx   Corporation   (the   "Company")  and  Xxxxxx  X.  Xxxxxx  (the
"Executive"),  the Company and the Executive each desire to amend the Agreement,
as follows:

1.   Effective as of January 1, 2004, Article One of the Agreement is amended
by a Section 1.6 immediately following Section 1.5 thereof, as follows:

     "1.6 Employment Taxes. In addition to any other benefit payable pursuant to
     this  Agreement,  the Executive  shall be entitled to receive an additional
     payment for each year,  beginning  after  December 31,  2003,  equal to the
     amount  of  the  Executive's  net  out-of-pocket  expenses  related  to any
     employment or similar tax which  results from  benefits  accrued under this
     Agreement and any payment made under this Section 1.6."

2.   Except as so amended, the Agreement in all other respects is hereby
confirmed.

     IN WITNESS  WHEREOF,  the Company has caused  this First  Amendment  to the
Agreement to be executed by its duly authorized  officer,  and the Executive has
hereunto set his hand, each on this 29th day of April, 2004.



                                        XXXXXX CORPORATION



/s/ Xxxxxx X. Xxxxxx                    By: /s/ Xxxxxx X. Xxxxxx
---------------------------------           -----------------------------------
Xxxxxx X. Xxxxxx, in his                    Xxxxxx X. Xxxxxx
individual capacity                         Vice President and Secretary